JOINDER AGREEMENT NO. 1
EXECUTION COPY
JOINDER AGREEMENT NO. 1
JOINDER AGREEMENT NO. 1 (this “Agreement”), dated as of August 29, 2016, to the Credit Agreement, dated as of September 24, 2015, among each trust company listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein.
1. Request. (a) Pursuant to Section 2.12(a) of the Credit Agreement, the Borrowers (the “Existing Borrowers”) hereby request that each of the following trusts, if any, be added as a “Company” for all purposes of the Loan Documents (each a “New Company”):
| New Company | Company Borrower (Y or N) |
| N/A | N/A |
| N/A | N/A |
(b) Pursuant to Section 2.12(a) of the Credit Agreement, the Borrowers hereby request that each of the following Series, if any, of each Company (including a New Company) listed below, if any, be added as a “Fund” for all purposes of the Loan Documents (each a “New Fund”):
| Company | Series |
| ▇▇▇▇▇▇ Investment Funds | ▇▇▇▇▇▇ Government Money Market Fund |
2. Joinder. By signing below, each Bank and the Agent hereby agrees, and each of the other parties hereto hereby agrees, that (a) each such New Company shall be deemed to be a “Company” for all purposes under the Loan Documents, (b) each such New Fund shall be deemed to be a “Fund” for all purposes of the Loan Documents, and (c) Schedule 2 to the Credit Agreement shall be automatically amended and restated in the form of Schedule 2 to this Agreement. Each New Company hereby represents and warrants that it is correctly identified as a Company Borrower in paragraph 1(a) above.
3. New Borrowers. For purposes of this Agreement, “New Borrower” means (a) each New Company that is a Company Borrower, and (b) each other Company (including a New Company) acting on behalf of, and for the account of, each Series thereof that is a New Fund.
4. Effectiveness. This Agreement shall become effective upon the first date that each of the following conditions shall have first been satisfied (the date, if any, on which such conditions shall have first been satisfied being referred to herein as the “Joinder Effective Date”):
(a) the Agent shall have received a counterpart of this Agreement signed by each Existing Borrower and each New Borrower;
(b) the Agent shall have received a certificate of the Clerk, Secretary or Assistant Secretary (or other officer acceptable to the Agent) of each New Borrower, dated the Joinder Effective Date, in all respects satisfactory to the Agent (i)(1) attaching a true complete and correct copy of all its Charter Documents, or (2)(x) if previously delivered to the Agent under the Loan Documents, all amendments, restatements, supplements or other modifications to its Charter Documents since the date the Related Company thereof became a party to the Credit Agreement, or (y) certifying that no such amendments, restatements, supplements or other modifications have occurred, or (ii) attaching a copy of all of the Offering Documents, as of the Joinder Effective Date, of each New Borrower and such other material as accurately and completely sets forth all Investment Policies and Restrictions of such New Borrower not reflected in the Offering Documents, (iii) attaching the resolutions of the Managing Body of such New Borrower authorizing the transactions contemplated hereby and certifying that such resolutions are in full force and effect, and (iv) certifying as to the incumbency of authorized persons of such Borrower or New Borrower executing this Agreement;
(c) with respect to each New Borrower, the Agent shall have received a federal reserve form FR U-1 executed on behalf of such New Borrower;
(d) one or more opinions of counsel to each New Borrower covering such matters relating to the transactions contemplated hereby as the Agent may request, in form and substance satisfactory to the Agent; and
(e) all fees and expenses payable in connection with this Agreement, including, without limitation, the reasonable fees and expenses of counsel to the Agent to the extent invoiced, shall have been paid.
5. No Defense; Representations and Warranties; No Default. Each Borrower (including each New Borrower) hereby (a) reaffirms and admits the validity and enforceability of each Loan Document and this Agreement and the respective obligations of such Borrower thereunder, and agrees and admits that such Borrower has no defense to or offset against any such obligation, and (b) represents and warrants that (i) no Default with respect to such Borrower has occurred and is continuing, (ii) all of the representations and warranties of such Borrower contained herein and in any other Loan Document are true and correct on and as of the date hereof (after giving effect to this Agreement) as if made on and as of such date (unless any representation and warranty relates to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), and (iii) it has received a copy of each Loan Document.
6. Binding Effect; Several Agreement. All covenants, promises and agreements by or on behalf of any party hereto that are contained in this Agreement shall bind and inure to the benefit of each other party hereto and their respective successors and assigns.
7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
2
8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one contract. Delivery of an executed counterpart of this Agreement by facsimile transmission or electronic transmission in “portable document format” shall be as effective as delivery of a manually executed counterpart of this Agreement.
9. Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.
[the remainder of this page has been intentionally left blank]
3
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date first above written.
Each trust company listed on Schedule A hereto
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
| Name: | ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ______ |
| Title: | Executive Vice President ______ |
STATE STREET BANK AND TRUST COMPANY, as Agent and as a Bank
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE NORTHERN TRUST COMPANY, as a Bank
| By: | /s/ ▇▇▇▇▇▇ ▇. Warning |
Name: ▇▇▇▇▇▇ ▇. Warning
Title: Vice President
[▇▇▇▇▇▇ Funds - Joinder No.1 to Credit Agreement]
Schedule 2
List of Companies, Funds and Fiscal Year End Date
| Company | Fund | Fiscal Year End Date |
| ▇▇▇▇▇▇ American Government Income Fund | ▇▇▇▇▇▇ American Government Income Fund |
September 30 |
| ▇▇▇▇▇▇ Arizona Tax Exempt Income Fund | ▇▇▇▇▇▇ Arizona Tax Exempt Income Fund |
May 31 |
| ▇▇▇▇▇▇ Asset Allocation Funds | ▇▇▇▇▇▇ Dynamic Asset Allocation Balanced Fund | September 30 |
| ▇▇▇▇▇▇ Dynamic Asset Allocation Conservative Fund | September 30 | |
| ▇▇▇▇▇▇ Dynamic Asset Allocation Growth Fund | September 30 | |
| ▇▇▇▇▇▇ California Tax Exempt Income Fund | ▇▇▇▇▇▇ California Tax Exempt Income Fund | September 30 |
| ▇▇▇▇▇▇ Convertible Securities Fund | ▇▇▇▇▇▇ Convertible Securities Fund | October 31 |
| ▇▇▇▇▇▇ Diversified Income Trust | ▇▇▇▇▇▇ Diversified Income Trust | September 30 |
| ▇▇▇▇▇▇ Equity Income Fund | ▇▇▇▇▇▇ Equity Income Fund | November 30 |
| ▇▇▇▇▇▇ Europe Equity Fund | ▇▇▇▇▇▇ Europe Equity Fund | June 30 |
| ▇▇▇▇▇▇ Funds Trust | ▇▇▇▇▇▇ Absolute Return 100 Fund | October 31 |
| ▇▇▇▇▇▇ Absolute Return 300 Fund | October 31 | |
| ▇▇▇▇▇▇ Absolute Return 500 Fund | October 31 | |
| ▇▇▇▇▇▇ Absolute Return 700 Fund | October 31 | |
| ▇▇▇▇▇▇ Asia Pacific Equity Fund | April 30 | |
| ▇▇▇▇▇▇ Dynamic Asset Allocation Equity Fund | May 31 | |
| ▇▇▇▇▇▇ Capital Spectrum Fund | April 30 | |
| ▇▇▇▇▇▇ Dynamic Risk Allocation Fund | May 31 | |
| ▇▇▇▇▇▇ Emerging Markets Equity Fund | August 31 | |
| ▇▇▇▇▇▇ Emerging Markets Income Fund | November 30 | |
| ▇▇▇▇▇▇ Equity Spectrum Fund | April 30 | |
| ▇▇▇▇▇▇ Floating Rate Income Fund | February 28 | |
| ▇▇▇▇▇▇ Global Consumer Fund | August 31 | |
| ▇▇▇▇▇▇ Global Dividend Fund | November 30 | |
| ▇▇▇▇▇▇ Global Energy Fund | August 31 | |
| ▇▇▇▇▇▇ Global Financials Fund | August 31 | |
| ▇▇▇▇▇▇ Global Industrials Fund | August 31 | |
| ▇▇▇▇▇▇ Global Technology Fund | August 31 | |
| ▇▇▇▇▇▇ Global Telecommunications Fund | August 31 | |
| ▇▇▇▇▇▇ Intermediate-Term Municipal Income Fund | November 30 | |
| ▇▇▇▇▇▇ International Value Fund | June 30 | |
| ▇▇▇▇▇▇ Low Volatility Equity Fund | July 31 | |
| ▇▇▇▇▇▇ Mortgage Opportunities Fund | May 31 | |
| ▇▇▇▇▇▇ Multi-Cap Core Fund | April 30 | |
| ▇▇▇▇▇▇ Retirement Income Fund Lifestyle 2 | August 31 | |
| ▇▇▇▇▇▇ Retirement Income Fund Lifestyle 3 | February 28 | |
| ▇▇▇▇▇▇ Short Duration Income Fund | July 31 | |
| ▇▇▇▇▇▇ Short-Term Municipal Income Fund | November 30 | |
| ▇▇▇▇▇▇ Small Cap Growth Fund | June 30 | |
| ▇▇▇▇▇▇ Strategic Volatility Equity Fund | July 31 | |
| ▇▇▇▇▇▇ Global Equity Fund | October 31 | |
| ▇▇▇▇▇▇ Global Health Care Fund | August 31 | |
| ▇▇▇▇▇▇ Global Income Trust | October 31 | |
| ▇▇▇▇▇▇ Global Natural Resources Fund | August 31 |
| ▇▇▇▇▇▇ Global Utilities Fund | August 31 | |
| ▇▇▇▇▇▇ High Yield Advantage Fund | November 30 | |
| ▇▇▇▇▇▇ High Yield Trust | August 31 | |
| ▇▇▇▇▇▇ Income Fund | October 31 | |
| ▇▇▇▇▇▇ International Equity Fund | June 30 | |
| ▇▇▇▇▇▇ Investment Funds | ▇▇▇▇▇▇ Capital Opportunities Fund | April 30 |
| ▇▇▇▇▇▇ Government Money Market Fund | September 30 | |
| ▇▇▇▇▇▇ Growth Opportunities Fund | July 31 | |
| ▇▇▇▇▇▇ International Capital Opportunities Fund | August 31 | |
| ▇▇▇▇▇▇ International Growth Fund | September 30 | |
| ▇▇▇▇▇▇ Multi-Cap Value Fund | April 30 | |
| ▇▇▇▇▇▇ Research Fund | July 31 | |
| ▇▇▇▇▇▇ Small Cap Value Fund | February 28 | |
| ▇▇▇▇▇▇ Investors Fund | ▇▇▇▇▇▇ Investors Fund | July 31 |
| ▇▇▇▇▇▇ Massachusetts Tax Exempt Income Fund | ▇▇▇▇▇▇ Massachusetts Tax Exempt Income Fund | May 31 |
| ▇▇▇▇▇▇ Michigan Tax Exempt Income Fund | ▇▇▇▇▇▇ Michigan Tax Exempt Income Fund | May 31 |
| ▇▇▇▇▇▇ Minnesota Tax Exempt Income Fund | ▇▇▇▇▇▇ Minnesota Tax Exempt Income Fund | May 31 |
| ▇▇▇▇▇▇ Money Market Fund | ▇▇▇▇▇▇ Money Market Fund | September 30 |
| ▇▇▇▇▇▇ Mortgage Recovery Fund (closed-end fund) | ▇▇▇▇▇▇ Mortgage Recovery Fund | August 31 |
| ▇▇▇▇▇▇ Multi-Cap Growth Fund | ▇▇▇▇▇▇ Multi-Cap Growth Fund | June 30 |
| ▇▇▇▇▇▇ New Jersey Tax Exempt Income Fund | ▇▇▇▇▇▇ New Jersey Tax Exempt Income Fund | May 31 |
| ▇▇▇▇▇▇ New York Tax Exempt Income Fund | ▇▇▇▇▇▇ New York Tax Exempt Income Fund | November 30 |
| ▇▇▇▇▇▇ Ohio Tax Exempt Income Fund | ▇▇▇▇▇▇ Ohio Tax Exempt Income Fund | May 31 |
| ▇▇▇▇▇▇ Pennsylvania Tax Exempt Income Fund | ▇▇▇▇▇▇ Pennsylvania Tax Exempt Income Fund | May 31 |
| ▇▇▇▇▇▇ Tax Exempt Income Fund | ▇▇▇▇▇▇ Tax Exempt Income Fund | September 30 |
| ▇▇▇▇▇▇ Tax-Free Income Trust | ▇▇▇▇▇▇ AMT-Free Municipal Fund | July 31 |
| ▇▇▇▇▇▇ Tax-Free High Yield Fund | July 31 | |
| ▇▇▇▇▇▇ U.S. Government Income Trust | ▇▇▇▇▇▇ U.S. Government Income Trust | September 30 |
| ▇▇▇▇▇▇ Variable Trust | ▇▇▇▇▇▇ VT Absolute Return 500 Fund | December 31 |
| ▇▇▇▇▇▇ VT American Government Income Fund | December 31 | |
| ▇▇▇▇▇▇ VT Capital Opportunities Fund | December 31 | |
| ▇▇▇▇▇▇ VT Diversified Income Fund | December 31 | |
| ▇▇▇▇▇▇ VT Equity Income Fund | December 31 | |
| ▇▇▇▇▇▇ VT Global Asset Allocation Fund | December 31 | |
| ▇▇▇▇▇▇ VT Global Equity Fund | December 31 | |
| ▇▇▇▇▇▇ VT Global Health Care Fund | December 31 | |
| ▇▇▇▇▇▇ VT Global Utilities Fund | December 31 | |
| ▇▇▇▇▇▇ VT Growth And Income Fund | December 31 | |
| ▇▇▇▇▇▇ VT Growth Opportunities Fund | December 31 | |
| ▇▇▇▇▇▇ VT High Yield Fund | December 31 | |
| ▇▇▇▇▇▇ VT Income Fund | December 31 | |
| ▇▇▇▇▇▇ VT International Equity Fund | December 31 | |
| ▇▇▇▇▇▇ VT International Growth Fund | December 31 | |
| ▇▇▇▇▇▇ VT International Value Fund | December 31 | |
| ▇▇▇▇▇▇ VT Investors Fund | December 31 | |
| ▇▇▇▇▇▇ VT Government Money Market Fund | December 31 | |
| ▇▇▇▇▇▇ VT Multi-Cap Growth Fund | December 31 | |
| ▇▇▇▇▇▇ VT Multi-Cap Value Fund | December 31 | |
| ▇▇▇▇▇▇ VT Research Fund | December 31 | |
| ▇▇▇▇▇▇ VT Small Cap Value Fund | December 31 | |
| ▇▇▇▇▇▇ VT ▇▇▇▇▇▇ ▇▇▇▇▇▇ Balanced Fund | December 31 | |
| ▇▇▇▇▇▇ VT Voyager Fund | December 31 | |
| ▇▇▇▇▇▇ Voyager Fund | ▇▇▇▇▇▇ Voyager Fund | July 31 |
| ▇▇▇▇▇▇ ▇▇▇▇▇▇ Balanced Fund | ▇▇▇▇▇▇ ▇▇▇▇▇▇ Balanced Fund | July 31 |
| The ▇▇▇▇▇▇ Fund for Growth and Income | The ▇▇▇▇▇▇ Fund for Growth and Income | October 31 |
Schedule A
List of Companies
▇▇▇▇▇▇ American Government Income Fund
▇▇▇▇▇▇ Arizona Tax Exempt Income Fund
▇▇▇▇▇▇ Asset Allocation Funds
▇▇▇▇▇▇ California Tax Exempt Income Fund
▇▇▇▇▇▇ Convertible Securities Fund
▇▇▇▇▇▇ Diversified Income Trust
▇▇▇▇▇▇ Equity Income Fund
▇▇▇▇▇▇ Europe Equity Fund
▇▇▇▇▇▇ Funds Trust
▇▇▇▇▇▇ Global Equity Fund
▇▇▇▇▇▇ Global Health Care Fund
▇▇▇▇▇▇ Global Income Trust
▇▇▇▇▇▇ Global Natural Resources Fund
▇▇▇▇▇▇ Global Utilities Fund
▇▇▇▇▇▇ High Yield Advantage Fund
▇▇▇▇▇▇ High Yield Trust
▇▇▇▇▇▇ Income Fund
▇▇▇▇▇▇ International Equity Fund
▇▇▇▇▇▇ Investment Funds
▇▇▇▇▇▇ Investors Fund
▇▇▇▇▇▇ Massachusetts Tax Exempt Income Fund
▇▇▇▇▇▇ Michigan Tax Exempt Income Fund
▇▇▇▇▇▇ Minnesota Tax Exempt Income Fund
▇▇▇▇▇▇ Money Market Fund
▇▇▇▇▇▇ Mortgage Recovery Fund (closed-end fund)
▇▇▇▇▇▇ Multi-Cap Growth Fund
▇▇▇▇▇▇ New Jersey Tax Exempt Income Fund
▇▇▇▇▇▇ New York Tax Exempt Income Fund
▇▇▇▇▇▇ Ohio Tax Exempt Income Fund
▇▇▇▇▇▇ Pennsylvania Tax Exempt Income Fund
▇▇▇▇▇▇ Tax Exempt Income Fund
▇▇▇▇▇▇ Tax-Free Income Trust
▇▇▇▇▇▇ U.S. Government Income Trust
▇▇▇▇▇▇ Variable Trust
▇▇▇▇▇▇ Voyager Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇ Balanced Fund
The ▇▇▇▇▇▇ Fund for Growth and Income